UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

☒        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 28,  2015

 

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission file number 0-14706.

 

 

 

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

 

 

(828) 669-2941

Registrant’s telephone number, including area code

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐.  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒    No ☐.  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one): 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No  ☒.

  

As of May 4, 2015 the Registrant had 13,760,976 shares of Class A Common Stock, $0.05 par value per share, outstanding and 6,498,800 shares of Class B Common Stock, $0.05 par value per share, outstanding.

 

 

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INGLES MARKETS, INCORPORATED

 

INDEX

 

 

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Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS 

 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

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INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

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INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

 

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INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

SIX MONTHS ENDED MARCH 28, 2015 AND MARCH 29,  2014 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

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INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  

 

 

 

See notes to unaudited condensed consolidated financial statements.

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INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS 

Six Months Ended March 28, 2015 and March 29, 2014 

 

A. BASIS OF PREPARATION

 

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the financial position of Ingles Markets, Incorporated and Subsidiaries (the “Company”)  as of March 28, 2015, the results of operations for the three-month and six-month periods ended March 28, 2015 and March 29, 2014, and the changes in stockholders’ equity and cash flows for the six-month periods ended March 28, 2015 and March 29, 2014. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 27, 2014 filed by the Company under the Securities Exchange Act of 1934 on December 16, 2014.  

 

The results of operations for the three-month and six-month periods ended March 28, 2015 are not necessarily indicative of the results to be expected for the full fiscal year.

 

B. NEW ACCOUNTING PRONOUNCEMENTS

 

There were no new accounting standards adopted in the six-month period ended March 28, 2015.

 

C. ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Receivables are presented net of an allowance for doubtful accounts of $527,000 at March 28, 2015 and $307,000 at September 27, 2014, respectively.  

 

D.  INCOME TAXES

 

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

 

The Company has unrecognized tax benefits and could also incur interest and penalties related to uncertain tax positions.  The amounts are not material and are not expected to significantly increase or decrease within the next twelve months.

 

The Company files income tax returns with federal and various state jurisdictions.  With few exceptions, the Company is no longer subject to federal and state income tax examinations by tax authorities for the years before 2011.  

 

On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code regarding the deduction and capitalization of expenditures related to tangible property as well as dispositions of tangible property.  These regulations are effective for the Company’s fiscal year ending September 26, 2015.  The Company has determined that the regulations do not have a material impact on the Company’s consolidated results of operations, cash flows or financial position.

 

E. ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES

 

Accrued expenses and current portion of other long-term liabilities consist of the following:

 

 

 

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Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability and $325,000 per covered person for medical care benefits for a policy year. At March 28, 2015, the Company’s self-insurance reserves totaled $30.3 million.  Of this amount, $11.0 million is accounted for as a current liability and $19.3 million as a long-term liability. Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $8.6 million and $5.8 million for each of the three-month periods ended March 28, 2015 and March 29, 2014, respectively. For the six-month periods ended March 28, 2015 and March 29, 2014, employee insurance expense, net of employee contributions, totaled $16.3 million and $12.0 million, respectively.

 

F. LONG-TERM DEBT

 

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”) in a private placement.  The Notes bear an interest rate of 5.750% per annum and were issued at par. Note proceeds were used to repay $575.0 million aggregate principal amount of senior notes maturing in 2017,  $52.0 million of indebtedness outstanding under the Company’s line of credit, and to pay costs related to the offering of the Notes.  Remaining Note proceeds were used for general corporate purposes, including future capital expenditures.

 

The Company filed a registration statement with the Securities and Exchange Commission to exchange the private placement notes with registered notes. The exchange has been completed.

 

The Company may redeem all or a portion of the Notes at any time on or after June 15, 2018 at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June 15 of the years indicated below:

 

 

In connection with the offering of the Notes, the Company extended the maturity date of its $175.0 million line of credit from December 29, 2015 to June 12, 2018 and modified certain interest rate options and covenants.  Outstanding borrowings under the line of credit totaled $29.7 million at March 28, 2015 and $29.9 million at September 27, 2014.

 

The line of credit provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate. The line allows the Company to issue up to $30.0 million in unused letters of credit, of which $10.3 million of unused letters of credit were issued at March 28, 2015.  The Company is not required to maintain compensating balances in connection with the line of credit.

 

On December 29, 2010, the Company completed the funding of $99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for:  (A) acquisition, construction and equipping of an approximately 830,000 square foot new warehouse and distribution center located in Buncombe County, North Carolina (the “Project”), and (B) the payment of certain expenses incurred in connection with the issuance of the Bonds.  The final maturity date of the Bonds is January 1, 2036.

 

The Bonds were issued by the Buncombe County Industrial Facilities and Pollution Control Financing Authority and were purchased by certain financial institutions.  Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between the financial institutions and the Company, the financial institutions would hold the Bonds until January 2, 2018, subject to certain events.   Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014. 

 

In connection with the offering of the Notes, the Company extended the maturity date of the Covenant Agreement from January 2, 2018 to June 30, 2021 and modified certain interest rate options and covenants. The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

 

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.  The interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption.

 

The Company’s obligation to repay the Bonds is collateralized by the Project.  Additional collateral was required in order to meet certain loan to value criteria in the Covenant Agreement.  The Covenant Agreement incorporates substantially all financial covenants included in the line of credit.

 

The Notes, the Bonds and the line of credit contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the

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termination or withdrawal of the line of credit to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. The Company was in compliance with all financial covenants related to its borrowings at March 28, 2015.  

 

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s line of credit, Bond and Notes indenture in the event of default under any one instrument.

 

G. DIVIDENDS

 

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on October 23, 2014 to stockholders of record on October 9, 2014. 

 

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on January 22, 2015 to stockholders of record on January 8, 2015.  

 

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of the Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December 16,  2014.

 

H. EARNINGS PER COMMON SHARE

 

The Company has two classes of common stock:  Class A which is publicly traded, and Class B, which has no public market.  The Class B Common Stock has restrictions on transfer; however, each share is convertible into one share of Class A Common Stock at any time.  Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share.  Each share of Class A Common Stock is entitled to receive cash dividends equal to 110% of any cash dividend paid on Class B Common Stock. 

 

The Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260. 

 

The two-class method of computing basic earnings per share for each period reflects the cash dividends paid per share for each class of stock, plus the amount of allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.  Diluted earnings per share is calculated assuming conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis.  The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods.

 

 

 

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The per share amounts for the second quarter of fiscal 2014 and the six months ended March 29, 2014 are based on the following amounts:

 

 

 

 

 

I. SEGMENT INFORMATION

 

The Company operates one primary business segment, retail grocery sales.   The “Other” activities include fluid dairy and shopping center rentals.  Information about the Company’s operations by lines of business (amounts in thousands) is as follows: 

 

 

 

 

 

 

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Sales by product category (amounts in thousands) are as follows:

 

 

 

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

The gasoline category includes car wash sales.

 

For the three-month periods ended March 28, 2015 and March 29, 2014, respectively, the fluid dairy operation had $12.4 million and $15.3 million in sales to the grocery sales segment. The fluid dairy operation had $27.0 million and $30.1 million in sales to the grocery sales segment for the six-month periods ended March 28, 2015 and March 29, 2014, respectively. These sales have been eliminated in consolidation.

 

J. FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

 

The fair value of the Company’s debt is estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs.  Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These inputs are classified into the following hierarchy:

 

 

The carrying amount and fair value of the Company’s debt at March 28, 2015 is as follows (in thousands):

 

 

 

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

 

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K.  NONQUALIFIED INVESTMENT PLAN

 

The purpose of the Executive Nonqualified Excess Plan is to provide retirement benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management employees who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan.  Participant retirement account balances are liabilities of the Company.  Assets of the plan are assets of the Company and are held in trust for employees and distributed upon retirement, death, disability, in-service distributions, or other termination of employment.  In accordance with the trust, the Company may not use these assets for general corporate purposes.  During the six months ended March 28, 2015 and March 29, 2014,  the Company invested a portion of the proceeds of liquidated life insurance policy assets in marketable securities.  These marketable securities will be liquidated and invested in other life insurance policies in future periods.  Life insurance policies and marketable securities held in the trust are included in the caption “Other assets” in the Condensed Consolidated Balance Sheets.

 

L. SUBSEQUENT EVENTS

 

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      

 

Overview

 

Ingles, a leading supermarket chain in the Southeast, operates 202 supermarkets in Georgia (71), North Carolina (71), South Carolina (36), Tennessee (21), Virginia (2) and Alabama (1). The Company locates its supermarkets primarily in suburban areas, small towns and rural communities. Ingles supermarkets offer customers a wide variety of nationally advertised food products, including grocery, meat and dairy products, produce, frozen foods and other perishables and non-food products.  Non-food products include fuel centers, pharmacies, health and beauty care products and general merchandise.  In addition, the Company focuses on selling high-growth, high-margin products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections.  As of March 28, 2015, the Company operated 97 in-store pharmacies and 85 fuel centers. 

 

Ingles also operates a fluid dairy and earns shopping center rentals. The fluid dairy processing operation sells approximately 28% of its products to the retail grocery segment and approximately 72% of its products to third parties. Real estate ownership is an important component of the Company’s operations, providing both operational and economic benefits.

 

Critical Accounting Policies

 

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Estimates are based on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Management estimates, by their nature, involve judgments regarding future uncertainties, and actual results may therefore differ materially from these estimates.

 

Self-Insurance

 

The Company is self-insured for workers’ compensation and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $325,000 per covered person for medical care benefits for a policy year. Self-insurance liabilities are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on data provided by the respective claims administrators. These estimates can fluctuate if historical trends are not predictive of the future. The majority of the Company’s properties are self-insured for casualty losses and business interruption; however, liability coverage is maintained.  At March 28, 2015, the Company’s self-insurance reserves totaled $30.3 million for employee group insurance, workers’ compensation insurance and general liability insurance.

 

Asset Impairments

 

The Company accounts for the impairment of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 360.  For assets to be held and used, the Company tests for impairment using undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates. Estimates of future cash flows and

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expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.  There were no asset impairments during the six-month period ended March 28, 2015.

 

Vendor Allowances

 

The Company receives funds for a variety of merchandising activities from the many vendors whose products the Company buys for resale in its stores. These incentives and allowances are primarily comprised of volume or purchase based incentives, advertising allowances, slotting fees, and promotional discounts. The purpose of these incentives and allowances is generally to help defray the costs incurred by the Company for stocking, advertising, promoting and selling the vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.  Whenever possible, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold. Due to system constraints and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold.  Vendor allowances applied as a reduction of merchandise costs totaled $28.4 million and $32.3 million for the fiscal quarters ended March 28, 2015 and March 29, 2014, respectively.  For the six-month periods ended March 28, 2015 and March 29, 2014, vendor allowances applied as a reduction of merchandise costs totaled $60.6 million and $63.8 million, respectively.  Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period in which the related expense is incurred.  Vendor advertising allowances recorded as a reduction of advertising expense totaled $3.4 million and $3.5 million for the fiscal quarters ended March 28, 2015 and March 29, 2014, respectively.  For the six-month periods ended March 28, 2015 and March 29, 2014, vendor advertising allowances recorded as a reduction of advertising expense totaled $7.5 million and $7.4 million, respectively.

 

If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising, as well as the volume and frequency of the Company’s product advertising, which could increase or decrease the Company’s expenditures.

 

Similarly, the Company is not able to assess the impact of vendor advertising allowances on creating additional revenue; as such allowances do not directly generate revenue for the Company’s stores.

 

Uncertain Tax Positions

 

Despite the Company’s belief that its tax positions are consistent with applicable tax laws, the Company believes that certain positions are likely to be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Significant judgment is required in evaluating the Company’s tax positions. The Company’s positions are evaluated in light of changing facts and circumstances, such as the progress of its tax audits as well as evolving case law. Income tax expense includes the impact of provisions for and changes to uncertain tax positions as the Company considers appropriate. Unfavorable settlement of any particular position would require use of cash. Favorable resolution would be recognized as a reduction to income tax expense at the time of resolution.

 

Results of Operations

 

Ingles operates on a 52- or 53-week fiscal year ending on the last Saturday in September. There are 13 and 26  weeks of operations included in the Unaudited Condensed Consolidated Statements of Income for the three- and six-month periods ended March 28, 2015 and March 29, 2014, respectively. Comparable store sales are defined as sales by grocery stores in operation for five full fiscal quarters.  Sales from replacement stores, major remodels and the addition of fuel stations to existing stores are included in the comparable store sales calculation from the date thereof. A replacement store is a new store that is opened to replace an existing nearby store that is closed. A major remodel entails substantial remodeling of an existing store and includes additional retail square footage. For the three- and six-month periods ended March 28, 2015 and March 29, 2014, comparable store sales include 201 and 202 stores, respectively.

 

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The following table sets forth, for the periods indicated, selected financial information as a percentage of net sales. For information regarding the various segments of the business, see Note I “Segment Information” to the Unaudited Condensed Consolidated Financial Statements.

 

 

 

 

Three Months Ended March 28, 2015 Compared to the Three Months Ended March 29, 2014

 

Net income for the second quarter of fiscal 2015 totaled $14.3 million, compared with net income of $10.5 million earned for the second quarter of fiscal 2014.  Dollar sales (excluding gasoline) increased and overall gross margin (including gasoline) increased.  The resulting gross profit dollars increase more than offset increases in operating expenses. 

 

Net Sales. Because of decreases in retail gasoline prices, net sales decreased by $32.5 million, or 3.4% to $915.3 million for the three months ended March 28, 2015 from $947.8 million for the three months ended March 29, 2014.  Comparing the second quarter of fiscal 2015 with the second quarter of fiscal 2014, gasoline sales dollars decreased 28.0% due to a 34.8% decrease in the average sales price per gallon.  Gallons sold increased 10.4% over the same comparable periods.  Excluding gasoline sales, total grocery comparable store sales increased 1.2% over the comparative fiscal second quarters.  Comparing the second quarters of fiscal year 2015 and 2014 (and excluding gasoline), the number of customer transactions decreased 0.7% and the average transaction size increased 3.2%.  Ingles operated 202 stores at March 28, 2015 and 203 stores at March 29, 2014. Retail square footage totaled 11.1 million at March 28, 2015 and March 29, 2014.  During the twelve months ended March 28, 2015, the Company opened one new store and closed two stores.    

 

Sales by product category (amounts in thousands) are as follows:

 

 

 

 

The grocery category includes grocery, dairy and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

The gasoline category includes car wash sales.

 

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Changes in grocery segment sales for the quarter ended March 28, 2015 are summarized as follows (in thousands):

 

 

 

 

Gross Profit. Gross profit for the three-month period ended March 28, 2015 increased $12.6 million, or 6.1%, to $218.7 million, or 23.9% of sales, compared with gross profit $206.1 million, or 21.7% of sales, for the three-month period ended March 29, 2014.

 

Excluding gasoline sales, grocery segment gross profit as a percentage of sales was increased 47 basis points comparing the second quarter of fiscal 2015 compared with the same fiscal 2014 period.  Gasoline gross profit dollars were higher for the quarter ended March 28, 2015 compared with the quarter ended March 29, 2014. 

 

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network.  The Fluid dairy is a manufacturing process; therefore, the costs mentioned above as well as purchasing, production costs, and internal transfer costs incurred by the fluid dairy processing operation are included in the cost of goods sold line item, while these items are included in operating and administrative expenses in the grocery segment.

  

Operating and Administrative Expenses. Operating and administrative expenses increased $7.2 million, or 4.0%, to $185.6 million for the three months ended March 28, 2015, from $178.4 million for the three months ended March 29, 2014. As a percentage of sales, operating and administrative expenses were 20.2%  for the three months ended March 28, 2015 compared with 18.8% for the three months ended March 29, 2014.  Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 22.7% of sales for the second fiscal 2015 quarter and 22.1% for the second fiscal 2014 quarter.

 

The major increases (decreases) in operating and administrative expenses were as follows:

 

 

 

Salaries and wages expenses increased due to the additional labor hours required to support the increased non-gasoline sales volume.

 

Insurance expense increased due to higher claims under the Company’s self-insurance programs.

 

Depreciation and amortization expense increased as a result of capital expenditures to improve the Company’s store base and distribution operations. 

 

Advertising and promotional expense decreased due to lower production and distribution costs and greater vendor participation in promotional activities.

 

Interest Expense. Interest expense decreased $0.1 million for the three-month period ended March 28, 2015 to $11.6 million from $11.7 million for the three-month period ended March 29, 2014. The decrease is attributable to the lower interest rates, partially offset by higher total debt.  Total debt at March 2015 was $928.5 million compared with $911.1 million at March 2014.

 

Income Taxes. Income tax expense as a percentage of pre-tax income was 36.8% for the quarter ended March 28, 2015 compared with 37.9% for the quarter ended March 29, 2014.   

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Net Income. Net income totaled $14.3 million for the three-month period ended March 28, 2015 compared with $10.5 million for the three-month period ended March 29, 2014.   Net income, as a percentage of sales, was 1.6% for the quarter ended March 28, 2015 and 1.1% for the quarter ended March 29, 2014.  Basic and diluted earnings per share for Class A Common Stock were $0.72 and $0. 71, respectively, for the quarter ended March 28, 2015 compared to $0.47 and $0.46, respectively, for the quarter ended March 29, 2014.  Basic and diluted earnings per share for Class B Common Stock were each $0.66 for the quarter ended March 28, 2015 compared to $0.43 of basic and diluted earnings per share for the quarter ended March 29, 2014.

 

Six Months Ended March 28, 2015 Compared to the Six Months Ended March 29, 2014 

 

Net income for the first half of fiscal 2015 totaled $29.3 million compared with net income of $20.0 million earned for the comparable fiscal 2014 period.  Dollar sales (excluding gasoline) increased and overall gross margin (including gasoline) increased.  The resulting gross profit dollars increase more than offset increases in operating expenses.

 

Net Sales. Because of decreases in retail gasoline prices, net sales decreased by $13.1 million to $1.88 billion for the six months ended March 28, 2015 from $1.89 billion for the six months ended March 29, 2014.  Excluding gasoline, total sales increased 2.0% over the comparative six month 2015 and 2014 periods.

 

Grocery segment comparable store sales, excluding the effect of gasoline increased 1.8%.  The number of customer transactions (excluding gasoline) decreased 0.6%, while the average transaction size (excluding gasoline) increased by 2.7%.

 

Sales by product category (amounts in thousands) are as follows: